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Negative Assurance


Negative assurance is a type of representation provided by auditors or accountants, stating that they did not find any material issues during their review or examination of a company’s financial statements. It does not guarantee that no issues are present, but rather implies that none were discovered during the limited scope of their work. This form of assurance is less comprehensive than a positive assurance, which explicitly confirms the accuracy of the financial statements.


The phonetic pronunciation of the keyword “Negative Assurance” would be: /nɛgətɪv əˈʃʊrəns/

Key Takeaways

  1. Negative assurance is a type of assurance provided by an independent party, usually an auditor, stating that during their analysis, they did not find any evidence suggesting that the subject of their review contains any material misstatements or deviations from the established standards, rules, or regulations.
  2. While negative assurance provides some level of confidence, it is generally considered to be less reliable than positive assurance, which is an explicit statement that something is accurate, compliant, or within the acceptable guidelines. Negative assurance merely implies that there were no glaring issues found, so the risk of misstatements or noncompliance cannot be completely ruled out.
  3. Negative assurance is commonly used in various contexts, such as reviewing financial statements, conducting due diligence for securities offerings, or assessing compliance with regulations. In these situations, auditors aim to provide investors, regulators, and financial counterparties with some degree of confidence regarding the accuracy and reliability of the information or processes being reviewed, but they cannot absolutely guarantee that no issues exist.


Negative assurance is an important term in business and finance as it represents a limited level of assurance provided by auditors, accountants, or other financial professionals to a client. This statement implies that no material issues or discrepancies have been discovered, rather than asserting that everything is in perfect order. In essence, it asserts that nothing seems wrong based on the assessment performed, but it does not offer complete assurance. Negative assurance is commonly used in situations where a full audit is not necessary, such as reviews of interim financial statements, in which a company’s financial condition is examined between periods of more comprehensive audits. It provides investors and stakeholders with a level of confidence that the financial information presented is free from material misstatement, while also signaling the limitations of the review undertaken. This balance of information can help stakeholders make informed decisions without relying solely on extensive audits.


Negative assurance serves a crucial purpose in the realm of finance and business, predominantly in relation to financial documents and statements. It primarily functions as a means for financial professionals, such as auditors and accountants, to communicate their findings on a company’s financial health or the validity of its statements. Rather than taking an assertive stance by expressing absolute certainty, negative assurance entails the provision of limited assurance and is a representation that they are not aware of any material modifications needed for compliance with certain predetermined conditions, such as financial reporting standards. This approach provides a level of trust and reliability for stakeholders without making sweeping guarantees, as the assurance provider is essentially remarking that nothing has come to their attention that would call the financial data into question. The usage of negative assurance is particularly relevant in scenarios where a comprehensive audit or verification process is not feasible or necessary. For example, in the context of securities offerings, negative assurance can be provided by an underwriter’s counsel in the form of a ‘comfort letter’ to ascertain that the available information in a company’s offering circular is accurate and complete to the best of their knowledge. Additionally, it may be useful during interim financial statement reviews, where accountants may report that, based on their limited procedures, they have not become aware of any discrepancies that would warrant modification. In a nutshell, negative assurance plays an indispensable role in fostering an atmosphere of trust and credibility surrounding financial statements, enabling investors and other stakeholders to make informed decisions while acknowledging the limitations of guarantees in financial matters.


1. Financial Statements Audit: Negative assurance is commonly encountered in the field of financial statement audits. When an auditor provides negative assurance, they are essentially stating that nothing has come to their attention during the audit process that would suggest financial statements are materially misstated. In this context, the auditor doesn’t explicitly confirm that the financial statements are accurate; instead, they indicate that they have not found any significant errors or discrepancies. 2. Comfort Letters: Negative assurance is often provided in the form of comfort letters. In finance, a comfort letter is a document prepared by an independent auditor or an investment bank for a company planning to issue securities. The letter is addressed to potential investors or underwriters of the securities, providing negative assurance that the financial information and disclosures in the prospectus or registration statement are, to the best of their knowledge, free from material misstatements or omissions. 3. Due Diligence Reports: In mergers and acquisitions (M&A), negative assurance may be used when preparing due diligence reports. A due diligence report is a comprehensive review of a potential acquisition target or a business partner, assessing the financial, legal, and operational aspects of the entity in question. When providing negative assurance in this context, the report states that the reviewing party has not found any significant issues or discrepancies during their investigation that would cause concern or be material to the transaction.

Frequently Asked Questions(FAQ)

What is Negative Assurance?
Negative Assurance is a type of professional opinion provided by auditors, accountants, or lawyers, where they express that nothing has come to their attention that would suggest any material misstatement, non-compliance, or errors in the financial statements or documents provided by a company or an individual. This implies that the financial statements appear to be reasonably accurate, without claiming absolute assurance.
When is Negative Assurance typically used?
Negative Assurance is generally used in limited reviews, comfort letters, and securities offerings, where an auditor’s full opinion on the financial statements is not required. It is less comprehensive than a positive assurance, as it provides an opinion on the absence of irregularities rather than asserting that the statements are entirely accurate.
How does Negative Assurance differ from Positive Assurance?
Positive Assurance is an auditor’s opinion that financial statements are fairly presented, accurate, and free from material misstatements, following generally accepted auditing standards (GAAS) and accounting principles (GAAP). On the other hand, Negative Assurance implies that nothing has come to the auditor’s attention suggesting any material misstatements in the financial statements, but they do not specifically confirm their accuracy or fairness.
Can Negative Assurance be relied upon by investors?
While Negative Assurance offers a certain level of confidence to investors, it is not as reliable as a full audit with positive assurance. Negative Assurance implies no material misstatements were identified and does not guarantee complete accuracy. Investors should consider the limitations of Negative Assurance and ideally rely on audited financial statements with positive assurance when making investment decisions.
Are there any limitations associated with Negative Assurance?
Yes, there are limitations associated with Negative Assurance, primarily due to its scope. As it only implies the absence of material misstatements based on a limited review, it may not cover all aspects of the financial statements. Additionally, it does not provide an absolute guarantee of the statements’ accuracy. Investors should be aware of these limitations when analyzing financial information that comes with a Negative Assurance opinion.
Is Negative Assurance a form of assurance engagement?
Yes, Negative Assurance is a form of assurance engagement where the practitioner provides a limited level of assurance by stating that they are not aware of any material misstatements or irregularities in the financial statements. This is in contrast to a reasonable or high assurance engagement, such as a full audit, where the practitioner provides a more comprehensive opinion on the accuracy and fairness of the financial statements.

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